Home // Terms & Conditions 1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in Scotland, when banks in Glasgow are open for business.
Business Hours: the period from 8.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or the provision of Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods or accepts the Services from the Supplier.
Delivery Location: has the meaning given in clause 4.3.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
Order: the Customer’s order for the Goods or Services, as set out in the Customer’s purchase order form.
Services: means the mechanical, engineering, technological and other services (if any) to be provided by the Supplier in accordance with the Contract whether in conjunction with the supply of Goods or otherwise.
Specification: any specification for the Goods or Services to be provided, including any related plans and drawings, that is agreed in writing, or verbally, by the Customer and the Supplier.
Supplier: Hamilton Ross Group Ltd (registered in Scotland with company number SC069174).
1.2 Interpretation
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but includes email.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 These Conditions shall apply to all Orders made by the Customer following the date of receipt of these Conditions by the Customer and apply whether issued in respect of any further Orders or not. For the avoidance of doubt, where an Order is placed and/or accepted verbally and these Conditions have previously been issued or communicated to the Customer then these Conditions shall apply.
2.3 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.5 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 A quotation for the Goods given or Services provided by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 28 Business Days or as otherwise stated on the written quotation, from its date of issue, and is in any event subject to correction for manifest error in accordance with clause 7.3.
3. Goods and Services
3.1 The Goods and/or Services (as applicable) are described in the Specification.
3.2 The Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier’s use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.
4.1 The Supplier shall ensure that where a delivery note is included with the Goods:
(a) such delivery note shall note the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) it states on the delivery note if it requires the Customer to return any packaging materials in which case. Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Customer’s expense.
4.2 If the Customer fails to give adequate instructions regarding delivery of the Goods or to take delivery at the time for delivery the Supplier in its option may:
(a) store the Goods or goods upon which Services have been provided and recover all costs thereby incurred from the Customer.
(b) sell the Goods and recover all costs thereby caused with any shortfall in the price from the Customer.
4.3 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location or on the completion of the Services.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods or completion of Services that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or the provision of Services.
4.6 The Supplier shall not be liable for any failure to deliver the Goods or provide the Services that are caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or provision of Services.
4.7 If the Customer fails to accept delivery of the Goods within 10 Business Days of the Supplier notifying the Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
4.8 If 10 Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Customer for any shortfall below the price of the Goods.
4.9 The Supplier may at its sole discretion deliver the Goods or provision of Services by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10 In the event that an Order is correctly supplied but subsequently returned by the Customer and accepted for credit, there will be a 15% handling charge payable by the Customer. For the avoidance of doubt, no credit will be given unless the original receipt is returned with the Goods.
4.11 For the avoidance of doubt, where an Order is for Goods which are bespoke for the Customer’s requirements or where the Goods are marked as non-returnable, then such Goods shall not be returnable in any event.
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with the Specification;
(b) be free from material defects in design, material and workmanship, and having regard to the age, condition, hours/mileage and price of the Goods, and any defects expressly disclosed at the date of the Order;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose specifically communicated by the Customer to the Supplier and accepted in writing by the Supplier.
5.2 Subject to clause 5.4, where the Customer is a body corporate and/or where the Goods are ordered in the course of the Customer’s business and where:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Customer’s cost,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in Clause 5.1, have the option to repair the Goods. In the event that the repair is not possible, the Supplier shall have the option to replace the Goods. Only where the repair and/or replacement of the Goods is not possible, shall the Supplier be required to refund the price of the defective Goods in full subject to the further provisions of these Conditions.
5.3 Subject to clause 5.4, where the Customer is an individual not ordering the Goods in the course of their business and where:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Customer’s cost,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in Clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full subject to the further provisions of these Conditions.
5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2 or clause 5.3;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, overloading, use outside the rated capacity or operating parameters of the Goods, use of unsuitable or non-approved fuels, lubricants, oils, fluids, attachments or consumables, or abnormal storage or working conditions;
(f) the defect arises as a result of any failure by the Customer (or any person on the Customer’s behalf) to service or maintain the Goods in accordance with the manufacturer’s recommended servicing schedules and intervals, or to use only servicing or maintenance providers approved by the Supplier or the manufacturer (where such approval is required), or to keep accurate and complete records of all servicing and maintenance carried out;
(g) the defect arises as a result of operation of the Goods by any person who is not appropriately trained, qualified, licensed or competent to operate them, or any operator error or failure to follow the manufacturer’s operating instructions or applicable health and safety requirements; or
(h) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 For the avoidance of doubt, save for where the Customer has confirmed in writing to the Supplier that they are an individual ordering the goods for personal use (and not for use in the course of their business), then the provisions of clause 5.2 will be deemed to apply.
5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.7 Where the Customer notifies the Supplier that any Goods are defective and requests repair or replacement, the Supplier may require that the Goods be made available for inspection by the Supplier or its authorised representative.
5.8 If, following inspection, the Supplier determines that the Goods are defective due to a fault in materials or workmanship attributable to the Supplier, the Supplier may, at its option, repair or replace the defective Goods in accordance with the provisions of clause 5.2 or clause 5.3 (as applicable).
5.9 The Customer acknowledges and agrees that the Supplier shall have no liability in respect of any defect, damage or failure in the Goods which arises from or is contributed to by:
(a) any modification, alteration, dismantling or repair of the Goods carried out by any person other than the Supplier or its authorised representatives;
(b) the removal, substitution or replacement of any component part of the Goods (including, without limitation, engines, tyres or other mechanical components) with parts not supplied or approved by the Supplier; or
(c) the use or continued use of the Goods after any such modification, alteration or replacement.
5.10 Where the Customer has modified, altered, dismantled or replaced any component part of the Goods prior to inspection by the Supplier, the Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, costs and expenses (including legal expenses) incurred by the Supplier arising out of or in connection with any defect, failure or damage to the Goods resulting from or related to such modification, alteration, dismantling or replacement.
5.11 Nothing in this clause shall oblige the Supplier to repair or replace any Goods where the defect arises from circumstances described in this clause.
5.12 The Supplier reserves the right to refuse repair or replacement where the Goods have been altered, dismantled or modified prior to inspection.
5.13 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.14 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1 The risk of damage or loss of the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the Customer’s ongoing financial position.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing to the Customer, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession and control that have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Supplier.
7.1 The price of the Goods and Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
7.2 The Supplier may, by giving notice in writing to the Customer at any time before delivery, increase the price of the Goods or Services to reflect any increase in the cost of the Goods or Services that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
7.3 The Supplier shall be entitled to correct any manifest or clerical error in any quotation, Order acknowledgement, acceptance or invoice (including, without limitation, errors in pricing, description, quantity, specification or calculation) at any time before delivery of the Goods or completion of the Services. The Supplier shall notify the Customer in writing of the corrected price or other particulars as soon as reasonably practicable. Where such correction results in a material increase in the price payable by the Customer, the Customer may, within 5 Business Days of receipt of such notification, cancel the affected Order by written notice to the Supplier without further liability on either party, save in respect of Goods which are bespoke, marked as non-returnable or already in production, and save in respect of any Services already performed. The Supplier shall not be bound by any quotation, acceptance, invoice or other document issued under manifest error.
7.4 The price of the Goods and Services:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) save for where expressly stated otherwise in the Order, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
7.5 The Supplier may invoice the Customer for the Goods or Services provided on or at any time after the completion of delivery pursuant to clause 4.4.
7.6 The Customer shall pay each invoice submitted by the Supplier:
(a) in the case of all whole goods, immediately upon receipt of the Invoice;
(b) in the case of parts and service:
(i) where the Customer holds a cash account (as notified by the Supplier), immediately upon receipt of the Invoice;
(ii) where the Customer holds a non-credit account (as notified by the Supplier), immediately upon receipt of the Invoice; and
(iii) where the Customer holds a credit account (as notified by the Supplier), 28 days from the date of the commencement of the month subsequent to that of the invoice (for example, where the Invoice is dated 12 February, the Invoice shall fall due for payment on 28 March);
(c) in full and in cleared funds (without set-off or counterclaim) to a bank account nominated in writing by the Supplier; and
(d) time for payment shall be of the essence of the Contract.
7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier’s remedies under clause 10:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 8% per year above the Bank of England’s base rate from time to time, but at 8% per year for any period when that base rate is below 0%;
(b) the Supplier shall have the right to reject any further Orders from the Customer for Goods and/or Services and to freeze the account of such Customer; and
(c) the Supplier shall have the right to appoint an external third party debt collection agency to pursue payment of the overdue sum from the Customer plus interest accruing in accordance with this clause and costs associated with such recovery.
(d) the Customer shall, on demand, indemnify the Supplier on a full indemnity basis against all costs, fees and expenses (including legal fees, court fees, sheriff officer’s fees, debt collection agency fees and other recovery costs) reasonably incurred by the Supplier in recovering any overdue sum from the Customer or in enforcing any right or remedy of the Supplier in respect of such overdue sum, together with interest on such costs in accordance with clause 7.7(a). The Customer’s obligation under this clause is in addition to, and without prejudice to, any rights the Supplier may have under the Late Payment of Commercial Debts (Interest) Act 1998 or otherwise.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.9 Without prejudice to clause 7.7, the Customer shall on demand indemnify the Supplier on a full indemnity basis against all Losses suffered or incurred by the Supplier arising out of or in connection with: (a) any breach by the Customer of the Contract; (b) the enforcement by the Supplier of any of its rights or remedies under the Contract (including, without limitation, the recovery of Goods under clause 6.5, the enforcement of any indemnity given by the Customer, and the bringing or defending of any legal proceedings); and (c) any failure by the Customer to comply with any of its obligations under the Contract. This clause shall survive termination of the Contract.
8.1 The limits and exclusions in this clause 8 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, delict (including negligence) or otherwise.
8.3 Nothing in in the Contract limits any liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;
(e) any liability that cannot legally be limited; or
(f) the Customer’s payment obligations under the Contract.
8.4 Subject to clause 8.3, the Supplier’s total liability to the Customer shall not exceed the price of the Goods or Services (as applicable).
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.6 This clause 8 shall survive termination of the Contract.
9.1 The following definitions apply in this Clause 9:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. The Schedule to this Contract sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.
9.4 Without prejudice to the generality of Clause 9.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Contract.
9.5 Without prejudice to the generality of Clause 9.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of the Customer which are set out in the Schedule to this Contract unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) save to the extent that data is hosted in a country outside the UK, not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 9 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
10.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.
10.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11.1 Where the Contract provides that all or part of the price of the Goods is to be satisfied by the Customer delivering a used machine, vehicle or other item to the Supplier in part-exchange (Trade-In Goods), this clause shall apply in addition to the other provisions of these Conditions.
11.2 The Customer warrants and represents to the Supplier that, at the date of the Contract and at the date of handover of the Trade-In Goods to the Supplier:
(a) the Customer is the sole legal and beneficial owner of the Trade-In Goods and has the right to transfer full title in them to the Supplier free from all liens, charges, hire-purchase, finance, leasing or other third party rights or encumbrances;
(b) all records for the Trade-In Goods including without limitation those relating to hours, mileage, usage, and service provided to the Supplier in any form are true and accurate in all respects and have not been altered, tampered with, or reset;
(c) the Trade-In Goods have no material defects, faults or damage (whether mechanical, structural, electrical, hydraulic or otherwise) other than those expressly disclosed by the Customer to the Supplier in writing prior to the date of the Contract;
(d) the Trade-In Goods have not been written off by any insurer, have not been reported stolen or recovered, have not been subject to any flood, fire or major impact damage, and are not subject to any outstanding manufacturer safety recall or notice;
(e) the Customer has disclosed to the Supplier in writing all information material to the value, operation, condition and history of the Trade-In Goods of which the Customer is aware or ought reasonably to be aware; and
(f) the Customer has provided the Supplier with all information reasonably requested or which would be reasonably foreseeably required and expected in relation to the Trade-In-Goods, including (without limitation) all documents, codes, manuals, registration documents, logbooks and service records.
11.3 The Customer shall deliver the Trade-In Goods to the Supplier at the agreed handover date and location, and shall ensure that at the time of handover the Trade-In Goods are in substantially the same condition as at the date on which they were inspected or valued by the Supplier, fair wear and tear arising from reasonable use in the ordinary course between valuation and handover excepted. The Customer shall not remove, substitute, replace, or cannibalise any component part of the Trade-In Goods between valuation and handover without the prior written consent of the Supplier.
11.4 The Supplier shall be entitled (but not obliged) to inspect the Trade-In Goods on or after handover. If, on inspection, the Supplier (acting reasonably) determines that the condition of the Trade-In Goods are not consistent with the warranties provided by this clause, have deteriorated since the date of valuation (otherwise than by fair wear and tear), or have undisclosed defects which affect their value or cost of repair or refurbishment, the Supplier shall (at its sole discretion and without limiting any other right or remedy) be entitled to:
(a) adjust the part-exchange allowance given in respect of the Trade-In Goods to reflect the Supplier’s reasonable assessment of their true value, in which case the Customer shall pay to the Supplier the resulting shortfall as a debt immediately on demand;
(b) reject the Trade-In Goods, in which case the Customer shall (at the Customer’s cost) remove them from the Supplier’s premises within 5 Business Days of notice and shall pay the full cash price for the Goods supplied by the Supplier without any part-exchange allowance; or
(c) accept the Trade-In Goods and recover from the Customer, as a debt immediately on demand, the reasonable cost of rectification together with any diminution in value.
11.5 The Customer shall indemnify and keep indemnified the Supplier against all Losses suffered or incurred by the Supplier arising out of or in connection with any breach of the warranties in this clause or any failure by the Customer to disclose any fact concerning the Trade-In Goods, whether such breach or failure is innocent, negligent or fraudulent.
11.6 Risk in and title to the Trade-In Goods shall pass to the Supplier on handover and acceptance by the Supplier in accordance with this clause. Nothing in clause 15 (Entire Agreement) shall operate to exclude the Supplier’s right to rely upon the warranties, representations and disclosures made by the Customer in respect of the Trade-In Goods, and the Customer acknowledges, accepts, and agrees that the Supplier has entered into the Contract in reliance on them.
12.1 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 28 days, the party not affected may terminate the Contract by giving not less than 14 days’ written notice to the affected party.
13.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.2 The Customer shall be entitled to sub-contract performance of its obligations, provided that it gives prior written notice of such dealing to the Supplier, but shall remain liable to the Supplier in accordance with the terms of the Contract.
14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15.1 The Contract constitutes the entire agreement between the parties.
15.2 These Conditions and any document expressly referred to in them represent the entire agreement between the Customer and Supplier in relation to the subject matter of any contract and supersede any prior agreement, understanding, or arrangement between the Customer and Supplier, whether oral or in writing.
15.3 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.1 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.1 Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
18.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be (i) delivered by hand; (ii) by pre-paid first-class post or other next working day delivery service; or (iii) delivered by email in each case to its registered office (if a company) or its principal place of business (in any other case) or (as the case may be) to the email notified for such purpose by the Supplier or Customer. For the purposes of this clause, the Supplier’s email address for notices shall be (unless otherwise notified in writing by the Supplier) info@hamiltonrossgroup.co.uk.
19.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; and
(c) if delivered by email, at the time of receipt by the recipient.
19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) (Scotland) Act 2017 to enforce any term of the Contract.
21.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Scots law.
22.1 Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
1.1 Scope
1.1.1 The supply of Goods and Services in the Agriculture, Ground care and Construction Sectors.
1.2 Nature of processing
1.2.1 Data collection and storage.
1.3 Purpose of processing
1.3.1 For the purposes of providing Goods and Services in accordance with the Specification.
1.4 Duration of the processing
1.4.1 6 years from the end of the relationship.
2. Types of Personal Data
2.1 Customer names, addresses, account details, phone numbers, email addresses and payment information.
3. Categories of Data Subject
3.1 Customers
Previous Terms and Conditions for purchases prior to 08.05.26
